Attachment 2 – Standard Contract.pdf — Richmond City Council, December 16, 2025

CITY OF RICHMOND

STANDARD CONTRACT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

Vendor No: Contract No:

Description of Services:

The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

1. Parties. The parties to this Contract are the City of Richmond, a municipal corporation (“the City”), and the following named Contractor:

Contractor Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No:

2. Term. The effective date of this Contract is ________________________ and terminates ______________ unless terminated earlier as set forth herein.

3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $______________ (“Contract Payment Limit”) unless a Contract Amendment has been approved by the City Council or City Manager. If this amount includes a contingency, Contractor acknowledges that any use of such contingency shall be for work beyond the original scope of services and requires prior written authorization by the City. If noted below, Compensation for work done under this Contract, shall not exceed as follows:

FY total compensation shall
not exceed $
FY total compensation shall not exceed $
FY total compensation shall not exceed $

4. Contractor’s Obligations. Contractor agrees to perform all work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, in accordance with Exhibit A:

Service Plan which is attached hereto and incorporated herein. [ ] A California corporation , [ ] limited liability corporation, [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]______________________________ [ ] other [specify:]__________________________________

5. City Obligations. City shall make payments to the Contractor in accordance with the Payment Provisions set forth in Exhibit B, attached hereto and incorporated herein.

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C), attached hereto and incorporated herein.

7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and incorporated herein.

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and incorporated herein.

9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and incorporated herein.

10. Signatures. These signatures attest the parties' agreement hereto:

CITY OF RICHMOND,
a municipal corporation [BUSINESS NAME]
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
By:

Title By:

I hereby certify that this Contract Title:
has been approved by City Council
or the City Manager. Date Signed:

By:

City Clerk
(* The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign below)
Approved as to form:

By:

By: Title:

City Attorney
Date Signed:

LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Sanctuary City Compliance Statement Exhibit G
Contract No: For the Contract between the City of Richmond and

EXHIBIT A

SERVICE PLAN

Contractor shall, to the satisfaction of the Project Manager (set forth in Exhibit B), perform the following services and be compensated as outlined below [or attach service plan if necessary]:

NORTHERN CALIFORNIA'S PREMIER BOATYARD!
DM #: 01324
Owner: City Of Richmond - A/P
Richmond Police Maritime Unit
450 Civic Center Plaza, #4046
Richmond, CA 94804
Manager: Lieutenant Joe England #1711
(510) 620-6661
[email protected]
Boat DM #: 06422
Subject: Liberty 37' Mooseboat
Budgeting for Bids
Suzuki 250HP
25003F-111326 / 25003Z-210041
Twin Hamilton Jets
Quote/Est #: 25-0795 Revision 1
Attn:
1 Haul Out 555.00$
* Haul vessel with 2 straps
* Pressure wash and properly dispose of growth. If excessive growth present on the hull, a $60/bag clean up fee may be added to the invoice.
* Securely block vessel
* Launch vessel with 2 straps
2 Prepare and Paint Underwater Body 4,306.05$
* Tape off waterline
* Inspect hull for corrosion damages. Provide estimate for mechanical prep or sandblasting if necessary.
* Prepare underwater body from keel to waterline with single pass abrasion to intact paint * Roll 1 spot coat of International Interthane 300V primer on bare spots as necessary * Roll 2 coats of International Interspeed 5640 black anti-fouling paint to underwater body from keel to waterline. Color will be matched to existing, unless otherwise requested at the time of haul out.
* Move support stands after paint dries
* Prepare and paint pad areas
* Keel blocks will be prepared and painted during the launching process and may not dry completely. If repositioning of the vessel is requested, an additional Travelift fee of $300 will be charged.
* Quotation does not include structural repairs to the hull, blister repairs, or removal of heavy growth
* Cleaning of running gear, if requested, will be priced separately * All material is yard furnished
October 21, 2025
JETS:

Hours:

City Of Richmond - A/P
Serial #:

The following prices are firm for the work, unless otherwise stated:

OUTBOARD:

Serial #:

Hours:

Svendsen's Bay Marine
310 W. Cutting Blvd., Richmond, CA 94804
Office (510)237-0140, Fax (510)237-2253, Chandlery (510)237-7960 EXHIBIT A-1
25-0795 Liberty 37 Mooseboat RPD - Revision 1
10/21/2025

Page 2 of 10 ends

* SEE BLAST AND PAINT FOR FULL REMOVAL OF ALL PAINT. IF APPROVED IT WILL SUPERSEDE THIS ITEM.
3 Jet Drive Preparation and Paint 4,084.50$
* Pressure wash jet drive components and housings
* Set site protection and mobilize spray equipment
* Spray 1 spot coat International Intersheild 300V on accessible jet drive components and housings
* Spray 1 coat International Interspeed 5640 anti-fouling on accessible jet drive components and housings
* Remove site protection and de-mobilize spray equipment * All material is yard furnished
4 Port and Starboard 2000 Hour Hamilton Jet Service 3,360.00$ * Visually inspect general condition of complete port and starboard jet units * Grease steering shafts, bushings, and cranks
* Grease driveshafts
* Grease thrust bearings
* Remove, clean and reinstall intake grates
* Inspect impeller blades for clearance and damage
* Inspect general condition of marine bearing
* Provide quotation for additional repairs as determined by the inspection reports * All material is yard furnished
5 Replace Port and Starboard Waterjet Anodes 2,335.20$
* Disassemble port and starboard waterjets
* Procure new waterjet anodes
* Remove and replace all waterjet anodes
* Reassemble port and starboard waterjets
* All material is yard furnished
6 Replace Hull Zincs 414.75$
* Remove and replace (4) zincs as needed
* All material is yard furnished
*
7 Twin Susuki 250hp Outboard Inspection 1,134.00$
Cal West Marine Services - Subcontractor
* CLAIM: There is an issue with the neutral switch
* Perform inspection to diagnose cause of customer claim, then report condition found * Provide estimate for repairs as needed
* Estimate assumes work area is readily accessible and free from interferences 8 Twin Susuki 250hp Outboard Service 3,717.00$
Cal West Marine Services - Subcontractor
* Perform basic engine services on the twin outboards per manufacturer specifications * Engine hours must be provided in order to provide the correct maintenance schedule pricing. This is a preliminary estimate based on basic services.

All materials are yard furnished
9 Replace Electronics 73,588.90$
Reliable Marine - Subcontractor
* Procure the following electronics (Shipping costs included):
* Axiom2 Pro 12 RVM (primary display, replaces Navnet 3D) * Axiom2 Pro 9 S (secondary display, used for FLIR)
* Quantum 2 Q24D Doppler 18" Radar with 15m Power and Data Cable * Pack of RVM-412 RealVision 3D Stainless Steel Thru-Hull Transducers EXHIBIT A-1
25-0795 Liberty 37 Mooseboat RPD - Revision 1
10/21/2025

Page 3 of 10 ends

* M364 Single Payload 640 Thermal Camera, 24-deg HFoV (does not include JCU), 30 Hz
* Joystick Control Unit (JCU4) for Maritime Cameras
* Spotlight; RCL-100; Nine LED Array; White; 360 Degree Continuous Rotation * Spotlight; 60 Watt LED; White Rectangle Housing; 10 To 30 Volt DC; 6000 Lumens * CAM210 Bullet CCTV Day and Night Video Camera (IP Connected) * Ray73 VHF Radio with GPS, AIS Receiver and Loudhailer Output * 156 MHz (Marine Band) VHF 6dB Antenna "Hot Rod" 156HD * RNS-5 - 5 Port RayNet Gigabit Switch
* RayNet (F) to RayNet (F) cable - 5m
* Miscellaneous networking components & installation materials * Install new chart plotters, radar, FLIR, searchlight, side lights, backup camera, VHF, and antennas.
* Perform sea trial to check calibrations, offsets, and alignments * Electronics to be completed by Reliable Marine Electronics. Transducer installation to be completed by Bay Marine.
10 Install Transducers 1,554.00$
* Remove interior interferences if necessary
* Mark and layout location for subcontractor furnished Sonar and FLIR transducers, per direction from Subcontractor
* Cut out hole and dry fit transducers
* Apply adhesive caulking and install transducers
* Wiring removal and installation will be completed by Subcontractor - if assistance is requested, a quote will be provided
* Clean up work areas
* Hull modifications, if required to accomodate tilt, or fairing blocks, will be priced separately * Quotation assumes hardware is readily accessible and free from interferences * All material is yard furnished
11 Blast and Paint Topsides, Cabin, and Underwater Body 59,858.75$ Note: Wing fender removal is not included in this estimate - if fender removal is desired by customer, it will be priced separately
* Mobilize blast equipment
* Shroud vessel and set up site protection, include protection over the deck * Mark existing paint scheme
* Sandblast underwater body from keel to waterline, topsides from waterline to bottom edge of fender, and cabin starting at bottom corner at deck and above to SSPC-SP6 standard
* Inspect all surfaces for holes, damage, and corrosion. Repairs, if necessary, will be priced separately
* Clean and properly dispose of sandblast grit in accordance with federal, state and local regulations
* Remove shrouding, site protection, and blast equipment * Roll 2 full coats of Blue Seal (base and top coat) to underwater body from keel to waterline
* Spray 1 full coat of Intershield 300V to topsides and cabin area prepared to SSPC-SP6 standard
* Spray 1 full coat of Intershield 300V to topsides, cabin, and underwater body * Roll (2) full coats of E-Paint SN1 black to underwater body * Spray (1) full coat of AwlGrip (exact color TBD) to topsides and cabin * Procure and install new decals on cabin
* Reposition vessel to move paint stands and keel block areas * Prepare pad areas to SSPC-SP3 standard
* Paint pad areas with same coating sequence
* Clean up work areas
* All material is yard furnished
EXHIBIT A-1
25-0795 Liberty 37 Mooseboat RPD - Revision 1
10/21/2025

Page 4 of 10 ends

Total, less sales tax (if applicable): 154,908.15$
Total Estimated Sales Tax (subject to change based on actual parts used on the project): 1,911.98$
TOTAL CONTRACT, WITH ESTIMATED SALES TAX: 156,820.13$
EXHIBIT A-1
24-0085 Victory RFD
3/14/2024

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a)
b)
c)
d)
e)
All Offsite Work, Onsite Basic Mechanical, and Specialized Systems Labor Rates:

Straight Time: ……………... $164.00 per hour, consumable material included Overtime: …….................... $246.00 per hour (from 8 to 12 hours in one day) Double time: ....................... $328.00 per hour (over 12 hours in one day) For all work of greater than two weeks duration a progress payment based on the percent of work complete will be due in assured funds within 30 days from date of invoice.

Subcontractor and Equipment Rental:. Retail pricing as needed Crane: ………………………………..... $355.00 per hour, with a half hour minimum Forklift & Manlift: ……………………… $155.00 per hour, with a half hour minimum Scaffolding: ……………………………. $200.00 per week (For DIY projects only. Assembly and Dismantling not included)
Equipment fees will be charged on an as needed basis. Only SBM employees may operate the forklift and crane.

Onsite Rigging, Systems, General Mechanical, Welding, and Craftsmen Labor Rates:

Straight Time: ……………... $149.00 per hour, consumable material included Overtime: …….................... $223.50 per hour (from 8 to 12 hours in one day) Double time: ....................... $298.00 per hour (over 12 hours in one day) All Repower Mechanical Labor Rates:

Straight Time: ……………... $179.00 per hour, consumable material included Overtime: …….................... $268.50 per hour (from 8 to 12 hours in one day) Double time: ....................... $358.00 per hour (over 12 hours in one day) Onsite Material and Equipment Rates:

Job Used Material: …………................ Retail pricing, as needed Onsite General Labor, Bottom Preparation and Paint Rates:

Straight Time: ……………... $134.00 per hour, consumable material included Overtime: …….................... $201.00 per hour (from 8 to 12 hours in one day) Double time: ....................... $268.00 per hour (over 12 hours in one day)

6. SBM is authoriz ed to operate the vessel for purposes of the vessel’s testing, inspection and delivery, and to haul the vessel out of the water for purposes of the work using the slings of its Travelift and its other customary equipment.

2. Except as otherwise specified above or as spe cifically agreed to in writing by a SBM authorized representative, all work is performed on a fixed price basis. Any projects, including work resulting from unanticipated conditions, from owner’s failure to comply with its obligations under this Contract, and from changes in and additions to work which was originally quoted, may be charged on a regular time and materials basis. Time and materials include (a) labor at SBM's yard labor rates, and (b) project materials, (c) yard used consumables and (d) subcontractors and specialized equipment rental (if any) at retail pricing.

1. Please carefully readthe SBM St andard ContractTerms below. These terms are part of the offer being made by this quotation letter, are included in our contract, and include various liability limitations which you should understand. Our contract ("Contract") consists of this quotation, the SBM Standard Contract Terms, the SBM Safety Requirements, and any Exhibits to either, regardless of whether any of them are initialed or attached. Our Contract does not include any other documents (or any other or different terms) unless specifically agreed to in writing by a SBM authorized representative.

5. Owner will deli ver the vessel to SBM at its Richmond facility on a mutually agreeable starting date and time and take delivery at the same location upon completion of all authorized work. A two hour time window will be given prior to haul out.

If vessel does not arrive prior to or during the window, the haul out may need to be rescheduled.

3. Payment terms are as follows:

The entire balance of all amounts owed SBM are due and payable in assured funds Net 30 from date of invoice.

Except as otherwise specifically agreed to in writing by SBM's authorized representative, assured funds are credit card, wire, cash or equivalent. (i) Payments made by international or domestic wire transfer may be subject to processing fees. (ii) Check acceptance is subject to the following terms (a.) confirmation of identity, (b) complete address, (c) must be an existing account, (d) must be dated with date of payment, no post/pre dates, (e) must be an in state check.

Any deposits will be credited against the final payment(s) due.

Owner shall pay interest on any past due amount, including progress payments,from due date until paid. In addition, if any payment is not made within 5 business days after the date due, Owner shall pay a late charge of 10%. See Sec. 4 of the SBM Standard Contract Terms below for details.

4. An Environmental and Safety fee of 5% is included on all labor and goods purchased.

Weekly progress invoices may be processed on all DIY work and if SBM scope of work is delayed due to owner circumstance, including pending insurance claims.

EXHIBIT A-1
24-0085 Victory RFD
3/14/2024

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By:

15. The person signing the Acceptance below represents and warrants: that he or she is either t he vessel's owner or master, the owner’s appointed agent or officer, or a person entrusted with management of the vessel at the port of supply, in all cases acting with the full authority of the vessel's owner (the "Owner") to enter into and legally bind the Owner and the vessel to this Contract; and that no approval or consent of any other person, whether with or without Owner or the vessel, is required.

14. This quotation is valid f or 30 days. Within that time period, if SBM has not yet received your acceptance, SBM may terminate the offer or revise the offer to meet changed conditions. At the end of that time period, the offer terminates.

13. The price does not include sales, use, value-added or other taxes applicable to the price, sale or use by SBM or owner, which taxes shall be paid by owner in addition to the Contract price. Current Richmond sales tax will be applied. For a vessel owner to avoid paying California sales tax, a Watercraft Exemption Certificate or Resale Certificate signed by the an authorized representative, must be received prior to the start of the Contract.

12. SBM's liability is subject to the limitations in Sec. 7 of the SBM Standard Contract Terms below. These are important terms which you should read and understand.

Layday and storage fees may be charged on days when (a) No SBM contract or change order work has been approved, (b) Do It Yourself (DIY) work interferes with SBM work, (c) SBM work is completed and DIY work delays launch of vessel, (d) No SBM work is being performed, (e) Owner awaiting insurance claim approval, (f) SBM is awaiting deposits or payment on past due amounts to commence with project.
*Laydays charged at a rate of $5.00/foot/day (hauled), and $3.00/foot/day (docked)

7. Docking plans must be made available by owner of vessel for all vessel's 70' and over, and/or in excess of 80 tons,

8. Storage and layday needs not written onto the contract should be discussed with your Project Manager prior to arrival.

Unscheduled or unapproved laydays may be charged at twice the rates noted.

If the Owner is non-responsive and/or deliquent on payments after 30 days, SBM may increase the layday rate to $10/ft/day and may increase the layday rate by $5/ft incrementally each month. Customer agrees and confirms that SBM has a perfected lien on Customer’s vessel under California state law and under the United States general maritime law for all charges incurred under SBM contracts and/or change orders, including charges for storage and laydays, as well as interest thereon at the rate of 18% per annum.

Estimating and Contracts Supervisor
Svendsen's Bay Marine
Sincerely,

16. You may accept our offer by completing the blanks below, signing, and returning the QuotationLetter or Acceptance signature pageto Svendsen's Bay Marine by anymeans convenient to you. If you have any questions, please call our office. We appreciate the opportunity to earn your business.

Allison Mezzera
Allison Mezzera

9. Inform office upon check in if you would like shore power. Standard 50 or 30 amp single phase power is provided at no charge. Other power requirement connections may be priced separately. Owners must furnish shore power cords. Please be advised that all shore and standard electrical receptacles are equipped with GFCI protection. These safety devices are sensitive and may trip at any time. Svendsen's Bay Marine is not responsible for lost or damaged on-board goods.

10. Vessel owner or representative must request for storage of parts prior to commencement of work. Removed boat parts will be disposed of at completion of project unless otherwise requested by owner. Additional charges for storage and/or disposal will apply.

11. Owner can purchase material from the chandlery and charge to their open Work Order. A list of crew members eligible for purchasing material must be provided to the office. SBM is not responsible for determining if vessel crew members are allowed to purchase toward the account. Owner will be liable for all owners materials applied to the Work Order. The account will be closed on the date of project completion. Any additional items purchased after the invoice has been paid, will be completed as an over the counter sale. *Mast storage at a rate of $30.00/day (on carts), and $15.00/day (on rack) EXHIBIT A-1
24-0085 Victory RFD
3/14/2024

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(Print exact legal name of owner/person holding title.) YES
NO
The above quotation does not include a prior inspection of the vessel for the haul out or its operation by SBM. Absent an inspection, the Owner bears the risks of undiscovered and unknown conditions of the Vessel. (I am the Vessel's owner or master, or the Owner's authorized agent or officer, or a person entrusted with management of the Vessel at the port of supply.) Owner's Materials: Please provide a list of names of those eligible to purchase material from the Chandlery throughout the project. If Crew Member is not on the list, permission will need to provided by the owner prior to purchase. ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ Owner represents and warrants that the Vessel is operable and seaworthy and the Vessel has sufficient structural integrity and is otherwise in adequate condition to be hauled out without damage. Owner accepts the risk that the Vessel is not as represented, including the risks of undiscovered and unknown conditions, and agrees that operation and haul out is at Owner’s risk. SBM reserves the right to deny hauling the vessel if doing so would be an unsafe practice.

Phone: ______________________ Email: ___________________________________ Capacity: ___________________________________
Signature: _____________________________________ Date: ____________ Check Box that Applies
Name: ______________________ Company: ________________________________ If you are not the Owner,please print your name, your company (if any), the capacity in which you’re acting (e.g. port engineer, yacht broker, etc.), and your contact information, including telephone and email.

Your Company’s PO #, if applicable: _______________________________ For the ____________________________________ (Name of Vessel)(“Vessel”)

WORK ORDER ACCEPTANCE
The above is accepted and agreed on behalf of both the Vessel and its Owner.

Official No. ___________________ Hailing Port: __________________ Hull ID / CF#: _________________
Owner of Vessel: ________________________________________ (“Owner”) Print signer’s name: _________________________________
I wish to receive emails regarding special offers, announcements, and advertisements from Svendsen's Bay Marine. We value your privacy. Your personal information will be kept confidential and will never be sold to third parties. You may "opt-out" at anytime by contacting us and requesting to unsubscribe.

I do not wish to be contacted with special offers, announcements and advertisements EXHIBIT A-1
24-0085 Victory RFD
3/14/2024

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(Print exact legal name of owner/person holding title.) YES
NO
The above quotation does not include a prior inspection of the vessel for the haul out or its operation by SBM. Absent an inspection, the Owner bears the risks of undiscovered and unknown conditions of the Vessel. (I am the Vessel's owner or master, or the Owner's authorized agent or officer, or a person entrusted with management of the Vessel at the port of supply.) Owner's Materials: Please provide a list of names of those eligible to purchase material from the Chandlery throughout the project. If Crew Member is not on the list, permission will need to provided by the owner prior to purchase. ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ Owner represents and warrants that the Vessel is operable and seaworthy and the Vessel has sufficient structural integrity and is otherwise in adequate condition to be hauled out without damage. Owner accepts the risk that the Vessel is not as represented, including the risks ofundiscovered and unknown conditions, and agrees that operation and haul out is at Owner’s risk. SBM reserves the right to deny hauling the vessel if doing so would be an unsafe practice.

Phone: ______________________ Email: ___________________________________ Capacity: ___________________________________
Signature: _____________________________________ Date: ____________ Check Box that Applies
Name: ______________________ Company: ________________________________ If you are not the Owner,please print your name, your company (if any), the capacity in which you’reacting (e.g. port engineer, yacht broker, etc.), and your contact information, including telephone and email.

Your Company’s PO #, if applicable: _______________________________ For the ____________________________________ (Name of Vessel)(“Vessel”)

WORK ORDER ACCEPTANCE
The above is accepted and agreed on behalf of both the Vessel and its Owner.

I do not wish to be contacted with special offers, announcements and advertisements EXHIBIT A-1
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Svendsen's B
ay Marine, Inc. (“SBM”) contracts only on the following terms.

SVENDSEN'S BAY MARINE Standard Contract Terms

8. Owner shall comply with all SBM yard safety and do-it-yourself requirem ents and cause Owner's Related Persons to comply. “Owner's Related Persons” are: Owner’s affiliates; crew, employees, agents, guests, invitees,
contractors, materialmen and suppliers of any tier of Owner or any of its affiliates; and the Vessel’s owners, agents, charterers, underwriters, insurers, lenders and
all other persons having any interest in the Vessel. SBM shall not be responsible or liable for the acts, omissions, or workmanship of Owner or Owner's Related Persons. Owner (and not SBM) shall be responsible f or any governmental complia nce, including any Coast Guard inspection, certificate or documentation and any California requirements.

9. SBM shall have liens on the Vessel under Federal maritime law and under California law to secure payment for the Work performed on the Vessel. For payment for the Work, SBM may look to both Vessel and Owner, jointly and severally.

10. Miscellaneous. (a) The
relationship between the parties is one of independent contractors, and not one of employment, agency, partnership, or other relationship, whether fiduciary or otherwise. (b) Owner may not assign its rights or delegate its duties under this Contract without the prior written consent of SBM. (c) All remedies provided SBM in this Contract are cumulative and in addition to such other rights or remedies as may be available to SBM at law or in equity. (d) An initially capitalized term has the meaning given it in this Contract, whether defined when first
used or thereafter. An initially capitalized term used in the quotation letter has the meaning given it in these Terms, except as otherwise defined in such letter. (e) The pages of the Contract do not need to be initialed for the Contract to be valid, notwithstanding any blanks provided for initials near the bottom of a page. (f) “Includes”, “including” and like terms are not limiting, and so mean “including without limitation thereto.” (g) If any portion of this Contract is determined invalid or unenforceable by a court of competent jurisdiction, then such portion shall be deemed severed to the extent of the invalidity or unenforceability, and the remainder of this Contract shall remain in full force and effect. In all other respects this Contract shall be treated as (and
all the rights, duties, and powers arising under this Contract shall be treated as part of) a single, indivisible Contract. (h) The parties agree that this is a maritime contract, to be interpreted in accordance with general maritime law, and not a contract involving improvements to real property or otherwise. The parties further agree that any suit or legal action regarding this Contract shall be filed exclusively in the state or federal courts located in Contra Costa or Alameda Counties, California. (i) In the event of any legal proceeding to enforce any of the terms or conditions of this Contract, the prevailing party shall be entitled to receiv e from the other reasonable attorney’s fees, expert fees, court costs and other expens es of the proceeding from
the other.

11. None of SBM's employees
or agents has authority to orally modify any of t he terms of this Contract. This Contract may not be altered or amended except in writing signed by SBM's authorized representative.
written notice during such 365 days, SBM will properly repair or replace the defect without charge to Owner. Any such replacement or repair shall be done at the yard of SBM, with Owner timely returning
the Vessel to SBM's yard at Owner's expense. The liability of SBM and the SBM Related Persons for defects in workmanship and materials, whether latent or otherwise, is limited to such replacement
and repair. This express warranty is in lieu of all other warranties or guarantees of any kind, express or implied, arising by law, cont ract or otherwise, including but not limit
ed to any warranty of merchantability, workmanlike service, workmanlike performance or fitness for a particular purpose. b. Any
claim by any person having any interest in the Vessel for any damage or other liability allegedly arising out of the Work under this Contract must be made by written notice to SBM wit
hin 365 days after completion of t he Work.
c.

In case
of personal injury, death, damage to the Vessel or other property damage, SBM’s liability is further restricted to damage proximately caused by the sole negligence of SBM or its employees
. SBM’s liability shall n ot include loss or damage caused by parts or other items returned to use at the request of Owner. In no event shall SBM be liable for damages for: loss of use of a vessel,
lost revenues, lost profits, attorney’s fees and other expenses incurred in defending any claim arising or claimed to arise out of any SBM breach, negligence or other defect in performance, or for other incidental, special or consequential damages.

This Section 7c shall not limit SMB's duty to indemnify Owner as provided within Exhibit D of this Agreement.

1. All Work is on the terms stated in these SBM Standard Contract Terms (“Terms”) and in any quotation letter by SBM, which together are the "Contract".

2. The "Work" is the work set forth in this Contract and any other work ordered for the Vessel or Vessels which are the subject of this Contract (the “Vessel”), including additional work which is either (a) requested by Owner, via email, or in writing which SBM elects to perform, or (b) is agreed in a writing signed by SBM’s authorized representative. The “Work” includes repairs, performing other
labor, the sale and other furnishing of materials and supplies, and storage of the Vessel. If Owner desires to claim a watercraft exemption from California State sales tax, Owner shall cause a watercraft exemption certificate signed by an authorized Owner’s representative to be received by SBM prior to the start of Work. Removal and disposal of yard-generated debris, slops, wastes, spent grit and the like generated in the ordinary course of commonly-performed work are included in SBM’s quotation. However, if the Work generates unusual or hazardous materials, extra charges will be added, including for containment, storage, additional disposal costs and OSHA compliance. Actual charges may vary from any estimate.

3. Owner shall pay
for all Work. Except as otherwise provided elsewhere in this Contract: such payment shall be on SBM's regular time and materials basis; and regardless of the basis for calculating the price, Owner's payment is due without offset or deduction. SBM may elect to keep possession of the Vessel until payment is made in full, during which time Owner shall pay SBM's regular mooring and other storage charges. The Vessel shall not be removed from the SBM premises without payment in full or the express permission of S BM. Release of the Vessel prior to full payment shall not be a waiver by SBM of any lien. SBM may require a cash de posit and/or progress payments at intervals of two weeks or more for any job lasting longer than two weeks, for Vessels in storage with SBM for more than 30 days, or for Work that is extensive in time or scope.

4. In the event of nonpayment thirty (30) days after payment is due to SBM, Owner shall pay, upon written notice to Owner, interest on any past due amount from the date of said written notice until
paid at the lesser of 10% or the maximum permitted by law. In addition, if any payment is not made within 5 business days after the date due, Owner shall pay a late charge of 10%, which charge the Owner and SBM agree is a fair and reasonable estimate of the damage occasioned to SBMbythe late payment. In the event SBM employs a collection agency or counsel to collect any past due amount, the prevailing party shall be entitled to receive from the other reasonable collection agency, attorneys and expert fees, costs and other expenses.

5. Except as may be provided elsewhere in this Contract, all Owner-furnished materials, equipment, information and other matters shall be: provided prior to the scheduled start of Work; either new
or of good quality; and suitable for their intended use. Owner shall itself observe, and shall cause Owner's Related Persons to observe, SBM's yard safety, do-it-yourself and similar requirements. Except as Customer otherwise instructs prior to the start of work, SBM may dispose of parts removed from the Vessel that will not be reinstalled on the Vessel, with Owner to reimburse SBM for any disposal costs. Owner acknowledges and agrees that if Owner refuses recommended repairs or authorizes only partial repairs, SBM may not be able to place the Vessel in satisfactory working condition.

6. Completion of the
Work is subject to prior orders. SBM shall not be liable for any loss, damage or delay, including the time of commencing and time of completing Work, which is caused by earthquake,
flood, fire, explosion, storm, casualty, strike or other labor difficulty, difficulty in obtaining materials, acts of terrorism (whether actual or threatened) or any cause beyond SBM's reasonable control. In the event of a disruption or delay of the Work due to orders, actions or inactions of the Owner, and where SBM is not given sufficient advance notice or is otherwise unable to avoid incurring additional costs, an equitable adjustment in favor of SBM shall be made in the price of the contract .

7. Limitations of Liability. SBM’s charges are based on liabilities being limited to the following. a. SBM warrants that the Work will be free from defects in workmanship and materials for a period of 365 days from the date the Work is completed. For defects of which Owner gives SBM EXHIBIT A-1
24-0085 Victory RFD
3/14/2024

Page 8 of 8 ends

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SBM will not be liable for damage to or loss of property while on the premises. Entrance onto the facility is done at each entrant’s own risk.

Svendsen's Bay Marine (SBM) Yard Safety, Do-It-Yourself (DIY) and Live Aboard Requirements *Violation of any terms will result in additional restrictions or fees.

Health, Safety and Environment
*We require 24 hours minimum notice for launch and/or scheduling of additional work.

Yard Premises
*Proof of insurance may be requested prior to project commencement from any vessel owner doing own work or living on vessel during stay.

Do not dump or leave oils, thinners, solvents, resins, antifreeze, or other hazardous materials in the yard. If you require help with disposal of these items, disposal fees including labor, materials and fees will be charged.

Chandlery Hours: 6:30 am – 3:00 pm Monday - Friday, excluding some holidays.

Only SBM employees may perform “Hot Work” (i.e. welding, open flame), spray painting, or sand blasting.

Black and gray water must be discharged prior to vessel arrival. Additional haz mat and dumping fees will automatically be added to final invoice for any black and gray water clean up.

SBM does not loan tools, equipment or supplies of any kind. Our workshops and heavy equipment including, but not limited to, our forklifts, crane, and Travelift are off limits to customers.

Owner shall be responsible for removing from SBM facilities all debris, refuse, waste material (including excess materials), scrap and equipment used or generated by owner during own work or a time and material clean-up cost will be added to the invoice.

Guests must follow all open hatch and safety stair warning signs.

Absolutely no sanding or grinding allowed by owners. Exceptions can be made on a case-by-case basis with approval from the environmental manager.

ONLY SBM employees may move boat stands, shift pads, blocks or boat trailers.

Guests must follow all posted signs and facility notices.

Only SBM employees may go atop the mast when vessel is stored in yard *No DIY underwater body work is allowed on all vessels unless approved in writing by senior management.

Pets are allowed on the premises, however it is the sole responsibility of the customer to look after and clean after their pet.

Parking within the facility is limited. Vehicles are allowed to park in thedesignated areas only and will do so at the owner's own risk.

SBM assumes no responsibility for loss or damage that may occur.

All shore and standard electrical receptacles are equipped with GFCI protection. These safety devices are sensitive and may trip at any time. Svendsen's Bay Marine is not responsible for lost or damaged on-board goods NO SUBCONTRACTORS are allowed in the yard without prior written approval from the yard management.

Guests must not remove or interfere with lock-out/tag-out tags on any systems.

Office Hours: 7:30 am – 4:00 pm Monday - Friday, excluding some holidays.

SBM gate access: 6:30 am – 5:00 pm Monday - Friday, excluding some holidays. Access code available.

Cutting driveway gate access: 5:00 am – 4:00 pm Monday - Friday, excluding some holidays. Access code available Access
SBM is a non-smoking facility and is not allowed within the fence line.

Owner can purchase material from the chandlery and charge to their open Work Order. SBM is not responsible for determining if vessel crew members are allowed to purchase toward the account. Any additional items purchased after the invoice has been paid, must be completed as an over the counter sale.

The following requirements are included as part of the SBM Standard Contract Terms.

No unfurling, hoisting sails or going aloft when vessel is stored in yard Only SBM employees are allowed to adjust scaffold systems. All scaffolds must be supplied by SBM, if available or approved by SBM before use.

SBM complies with all Federal, State and local laws regarding health, safety and the environment. The following restrictions MUST be adhered to:

EXHIBIT A-1
Contract No: For the Contract between the City of
Richmond and

EXHIBIT B

PAYMENT PROVISIONS

1. COMPENSATION TO CONTRACTOR:
a. Provided Contractor is not in default under this Contract, Contractor shall be compensated in the manner set forth herein.
b. All payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel, etc). Invoices,
shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City’s Automated Clearinghouse (ACH) payments service/provider.

2. SUBMISSION OF INVOICES:

Contractor shall submit timely invoices by email to
[email protected] and/or to the following address: Attention:

City of Richmond Finance/Account Payable
Project Manager:

P.O. Box 4046
Richmond, CA 94804

3. All invoices that are submitted by Contractor shall be subject to the approval of the City Project Manager, before payments shall be
authorized.

4. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.

5. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.

6. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract is executed by the City. The insurance coverage required by this Contract shall be maintained by Contractor for the duration of this Contract and must be in place before any payment is authorized.

Contract No: For the Contract between the City of
Richmond and

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. All required written notices shall be delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.

2. Each notice shall be deemed to have been received on the earlier to occur of: actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).

3. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.

4. All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at:

City of Richmond –
Richmond, CA 94804
Email: ______________________________________________________

5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:

Business Name
Street Address
City, State Zip
Email: ______________________________________________________ Contract No: For the Contract between the City of
Richmond and

EXHIBIT D

GENERAL CONDITIONS

1. INDEPENDENT PARTIES:

Contractor hereby declares that Contractor is engaged as an independent business and Contractor agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Contractor exce pt to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment will be acquired by virtue of Contractor’s services. None of the benefits provided by the City t o its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer - employee relationship from any compensation due to Contractor. Payments of the above items, if required, are the responsibility of Contractor.

2. TIME IS OF THE ESSENCE:

Contractor and the City agree that time is of the essence regarding the performance of this Contract.

3. STANDARD OF CARE:

Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service Contractors, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.

4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Contractor assumes all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor.

5. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medi cal condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political Contract No: For the Contract between the City of
Richmond and
affiliation, military and veteran status or legitimate union activities . Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.

6. CITY PROPERTY:
a. Each and every report, draft, work product, map, record, applicable plans, drawings, calculation, data, specification, video, graphic or any other material or document produced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Contract shall be the exclusive property of the City.
b. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data. c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee. d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.

7. RECORDS:
a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”). b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and t o allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment. c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

Contract No: For the Contract between the City of
Richmond and

8. PERMITS AND LICENSES:

Contractor, at its sole expense, shall obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses, including a City business license , required in connection with the performance of the services and tasks hereunder . The failure to obtain such permits and licenses shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumst ances without necessitating any modification of this Contract to reflect such waiver.

9. TERMINATION:
a. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder immediately upon transmission of written notice to Contractor as provided in Exhibit C “Authorized Representatives and Notices”. City shall satisfy all invoices for work performed prior to termination.
b. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Exhibit B; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

10. CONFLICT OF INTEREST:

Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

11. HOLD HARMLESS:
a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses Contract No: For the Contract between the City of
Richmond and
whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Contractor’s performance of its obligations under this Contract or failure to comply with any of its obligations under this Contract or out of the operations conducted by Contractor even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Contractor.

Contractor shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract. b. This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined in California Civil Code section 2782.8).

12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:
a. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee. b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent.
c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture. d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contract No: For the Contract between the City of
Richmond and
Contractor shall submit a written request for consent to add sub-contractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.
e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor. f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.” g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.
13 SAFETY:
a. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and tasks under this Contract. Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours.

In addition, Contractor will comply with all safety provisions in conformance with U.S.

Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.
b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, Contract No: For the Contract between the City of
Richmond and
including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Contractor also agrees to make available to the City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.

14. INSURANCE:

Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.

15. COMPLIANCE WITH ALL APPLICABLE LAWS:
a. During the term of this Contract, Contractor shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Richmond which affect the manner in which the services or tasks are to be performed by Contractor, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable. b. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor is required to provide the City with documents and information verifying its compliance with the Living Wage Ordinance. Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance as prescribed in § 2.60.070 of the Municipal Code. c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor .
d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies . Contractor agrees to abide by the terms and conditions of said policies.

16. INTEGRATED CONTRACT:

The Recitals and exhibits are a material part of this Contract and are expressly incorporated herein. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall Contract No: For the Contract between the City of
Richmond and
be held to vary the provisions hereof. Any modification of this Contract will be effective only by written execution signed by both the City and Contractor.

17. CONFLICTING PROVISIONS:

In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Condition as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.

18. FORCE MAJEURE:

Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.

19. CONFLICT OF LAW:

This Contract shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.

20. CLAIMS:

Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.

21. INTERPRETATION:

This Contract shall be interpreted as if drafted by both parties.

22. WARRANTY:

If any product is be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to Contract No: For the Contract between the City
of Richmond and
City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.

23. SEVERABILITY:

In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

24. AUTHORITY:

City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City.

The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.

25. WAIVER:

The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach. Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payment therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.

26. COUNTERPARTS:

This Contract may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):

The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the Contract No: For the Contract between the City
of Richmond and
United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G.

Contract No: For the Contract between the City
of Richmond and

EXHIBIT E

SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state “NONE”):

Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT F

INSURANCE PROVISIONS
☐ CHECK HERE IF RISK MANAGEMENT HAS APPROVED WAIVING INSURANCE REQUIREMENTS FOR THIS CONTRACT.

1. CERTIFICATES: Before the commencement of the terms of this Contract, and during the entire term of this Contract and any extension or modification thereof, Contractor shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with coverage requirements set forth by the City and incorporated herein.

Such certificates, which do not limit Contractor’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Richmond.

Attention: Risk Manager.”
Contractor shall maintain in force at all times during the performance of this Contract all appropriate coverage of insurance required by this Contract with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Contractor shall deliver updated insurance certificates to the City at the address set forth in Exhibit C prior to the expiration of the existing insurance certificate for the duration of the term of Contract.

Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.

2. COVERAGE REQUIREMENTS: The City’s insurance requirements depend upon the type of service being provided and/or the provider. The City’s insurance requirements will fall into one of the following categories (unless otherwise provided by the City):

Consultants and Contractors – Type 1
Professional Services – Type 2
Environmental Risk/Hazardous Waste Material – Type 3
Lease of City Property – Type 4
Vendors, Suppliers, Small Grant Recipients & Nonprofit Organizations – Type 5 Transportation Providers – Type 6
Professional Services Pyrotechnics – Type 7
Cyber and I.T. Risks – Type 8
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
The insurance requirements classification applicable to this Contract shall be attached to this Exhibit F and made a part hereof.

3. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or
maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Contractor’s name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

4. SUFFICIENCY OF INSURANCE: The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor’s insurance broker to determine adequate coverage for Contractor. The coverage and limits shall be (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of the coverage carried by or available to Contractor; whichever is greater.

INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY, CONFIRM WITH RISK MANAGER)
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors

Type 1 – Page 1 of 4

Revised: September 2011

In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.

CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.

City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.

Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy.

The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) including coverage for bodily and personal injury, property damage, and products and completed operations.

2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)

3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.

4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.

5. Original and Separate Waiver of Subrogation for Workers’ Compensation and Builder’s Risk/ Course of Construction Insurance.

6. Builder’s Risk/Course of Construction insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial interest in the property. – (Only required for Construction Contracts involving property)

7. Contractor’s Pollution Liability (if applicable for Construction Contractors)

Required Coverage

Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

If CONTRACTOR
is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors

Type 1 – Page 2 of 4

Revised: September 2011

PROJECT COST R EQUIRED LIMIT
$0 - $5 million $2 million p/o
$5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
Fireworks $5 million p/o
General Liability
(primary and excess limits
combined)

Includes coverage for bodily injury, personal injury, property damage and products and completed operations. The policy shall not exclude coverage for XCU perils (explosion, collapse, or damage to underground property).

If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.

Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

Builders’ Risk/Course of
Construction – Covers property
under construction, repair or
renovation as well as equipment
and materials to be installed.

(Only required for Construction
Projects involving property and
equipment installation.)
Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.

If the project does not involve new or major reconstruction, an Installation Floater may be acceptable. For such projects, a property installation floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken or destroyed during the performance of the Work, including during transit, installation and testing at the City of Richmond’s site.

The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City.

Contractor’s Pollution Liability (if
applicable)
Protects against:
unexpected/unintended release of
pollution resulting from contractors
covered operations such as:

HVAC, paving, carpentry, pipeline
& tank installation, drillers,
remediation contractors,
maintenance, mechanical,
demolition, excavation, grading,
street/road construction,
residential & commercial builders.

Same limits as General Liability.

Required Policy Conditions
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

Additional Insured Endorsement

Applicable to General Liability Coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not
exclude products and completed operations
coverage. If it does, then CG 20 37 (10/01) is also required. ___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors

Type 1 – Page 3 of 4

Revised: September 2011
Additional Insured Endorsement
(continued)

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation and Builder’s Risk/ Course of Construction coverage during the life of this contract.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

Loss Payable Endorsement (only
required when Builder’s Risk
and/or Course of Construction
Insurance is required.)
Applicable to Builder’s Risk/Course of Construction naming the City of Richmond as Loss Payee.

SURETY BONDS
(If a Public Works/Engineering
Project)
The Contractor shall provide:

1. A Bid bond

2. A Performance Bond

3. A Payment Bond

Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies.

Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non- renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

Subcontractors

CONTRACTOR
shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors

Type 1 – Page 4 of 4

Revised: September 2011

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin . The City
of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

Original insurance certificates and required policy endorsements shall be mailed, or delivered to the Designated Project Manager for the City of Richmond.

Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed.

Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.

If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.

Cancellation

CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.

Reporting Requirements

Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.

EXHIBIT G

SANCTUARY CITY COMPLIANCE STATEMENT
The unde
rsigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies; ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.

By executing this statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.

Based on the
foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of , 20 , at , Ca lifornia.

Printed Name: Title:

Signed: Date:

Business Entity:

Richmond City CouncilDecember 16, 2025

Richmond City Council
December 16, 2025